Bylaws

Society Bylaws
Name of Society:  Nikola Tesla Historical Society of Alberta

 

 

1. MEMBERSHIP

Membership fees, if any, in the society shall be determined, from time to time, by the members at a general meeting. Any person, regardless of where they reside and being of the full age of 18 years, may become a member upon payment of the fee. Only members in good standing who are eighteen years of age or more can vote. Any person under the age of 18 and older than 13 years may become a member without payment of a membership fee and upon receipt of a duly signed release by a parent or guardian. The membership fee for an institution will be three times that of an individual member; however, an institution or an individual member will have only one vote. Honorary membership may be awarded to any individual or institution for significant contribution in Science or Technology. Honorary members do not pay fees. Any member wishing to withdraw from membership may do so upon notice in writing to the Board through its Secretary. If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of six months from the end of such year and shall thereafter be entitled to no membership privileges or powers in the society until reinstated back in good standing. Any member upon a majority vote of all members of the society in good standing may be expelled from membership for any cause which the society may deem reasonable.

2. BOARD OF DIRECTORS

Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the society. The Board shall, subject to the bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the society, and meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President. A special meeting may be called on the instructions of any two voting members in good standing provided they request the President in writing to call such meeting, and state the business to be brought before the meeting. The President shall forward the request to the Board for further consideration. Meetings of the Board shall be called by 10 calendar days’ notice in writing mailed to each member or by three calendar days’ notice by email, fax or telephone. Any four members shall constitute a quorum, and meetings shall be held without notice if a quorum of the Board is present, provided however, that any business transactions at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void. A person appointed or elected a director becomes a director if they were present at the meeting when being appointed or elected, and did not refuse the appointment. They may also become a director if they were not present at the meeting but consented in writing to act as director before the appointment or election, or within ten days after the appointment or election, or if they acted as a director pursuant to the appointment or election. Any director or officer, upon a majority vote of all members in good standing, may be removed from office or any cause which the society may deem reasonable.

3. PRESIDENT

The President shall be ex-officio member of all Committees. When present, the President will chair all meetings of the society and of the Board. In the president’s absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.

4. SECRETARY

It shall be the duty of the Secretary to attend all meetings of the society and of the Board, and to keep accurate minutes of the same. The Secretary shall have charge of the Seal of the society which whenever used shall be authenticated by the signature of the Secretary and the President, or, in the case of the death or inability of either to act, by the Vice-President. In case of the absence of the Secretary, the Secretary’s duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of all the correspondence of the society. The Secretary shall also keep a record of all the members of the society and their addresses, send all notices of the various meetings as required, and collect and receive the annual dues or assessments levied by the society. Such monies shall be promptly turned over to the Treasurer for deposit in a Bank, Trust Company, Credit Union or Treasury Branch as required.

5. TREASURER

The Treasurer shall receive all monies paid to the Society and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. The Treasurer shall properly account for the funds of the society and keep such books as may be directed. The Treasurer shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly reviewed of the financial position of the society and submit a copy of same to the Secretary for the records of the society The Office of the Secretary and Treasurer may be filled by one person if any annual meeting the election of officers shall so decide.

6. AUDITING

The books, accounts and records of the Secretary and Treasurer shall be reviewed at least once each year by a duly qualified accountant or by two voting members in good standing of the society elected for that purpose at the Annual Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by Such accountant at the Annual Meeting of the society. The fiscal year end of the society in each year shall be December 31. The books and records of the society may be inspected by any voting member in good standing of the society at the Annual Meeting or at any time upon giving a seven calendar days’ notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall at all times have access to the books and records.

7. MEETINGS

The society shall hold an Annual Meeting on or before June 30th in each year, of which notice in writing to the last known address of each voting member shall be delivered in the mail or by email with 14 calendar days’ notice, prior to the date of the meeting. At this meeting there shall be elected a President, Vice-President, Secretary, Treasurer, (or Secretary/Treasurer), and two directors. The officers and directors so elected shall form a Board, and shall serve until their successors are elected and installed. Any vacancy occurring during the year shall be filled at the next meeting provided it is so stated in the notice calling such meeting. Any member in good standing shall be eligible to any office in the society. General meetings of the society may be called at any time by the Secretary upon the instructions of the President or Board by notice in writing to the last known address of each member, delivered in the mail, or email, eight calendar prior to the date of such meeting. A special meeting shall be called by the President or Secretary upon receipt of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such meeting, which shall be by letter to the last known address of each voting member, delivered in the mail or e-mail eight calendar days prior to the meeting. Ten members in good standing, including proxy votes, shall constitute a quorum at any meeting.

8. VOTING

Any voting member in good standing who has not withdrawn from membership nor has been suspended nor expelled shall have the right to vote at any meeting of the society. Such votes must be made in or by proxy.

9. REMUNERATION

Unless authorized at any meeting and after notice for same shall have been given, no officer, director, or member of the society shall receive any remuneration for their services.

10. PAID CONTRACTORS

If desirable, the Board may engage a contractor to carry out some administrative or project management duties. The contractors do not have a vote and may not be members of the society.

11. BORROWING POWERS

For carrying out its objectives, the society may borrow or raise or secure the payment of money in such manner as it thinks fit, and by the issue of debentures, but this power shall be exercised only under the authority of the society, and in no case, shall debentures be issued without the sanction of a special resolution of the society.

12. BYLAWS

The Bylaws may be rescinded, altered or added to by a “Special Resolution”.

13. DISSOLUTION

Should the society cease to exist it will disperse its funds prior to its dissolution in the following way: Any funds remaining will be donated to the higher education institutions in Alberta upon application to the Board prior to the full dissolution, towards a Nikola Tesla Scholarship. In case of more than one institution, if the pro-rated amounts are equal or greater than $ 10,000 per institution, these funds will constitute an endowment fund for the Nikola Tesla Scholarships.